Edgar Filing: XCEL ENERGY INC

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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In the Matter of
CERTIFICATE
Xcel Energy Inc.
OF
File No. 70-9635
NOTIFICATION
(Public Utility Holding Company
Act of 1935)
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This Certificate of Notification is filed by Xcel Energy Inc. ("Xcel
Energy"), a Minnesota corporation, pursuant to Rule 24. Such filing is made
pursuant to Xcel Energy's Form U-1 Application-Declaration, as amended (the
"Application-Declaration"), and the order of the Securities and Exchange
Commission (the "Commission") dated August 22, 2000 (HCAR No. 27218) as amended
by orders dated March 7, 2002 (HCAR No. 27494) and November 7, 2002 (HCAR No.
27597) (the "Order") in the above-referenced file. The Order directed that Xcel
Energy file with the Commission certificates pursuant to Rule 24 on a quarterly
basis within 60 days from the end of the first three quarters and within 90 days
from the end of the last calendar quarter. This certificate reports transactions
from January 1, 2003 through March 31, 2003 (the "First Quarter").

A.) FOLLOWING IS A COMPUTATION UNDER RULE 53(a) SETTING FORTH XCEL ENERGY'S
CONSOLIDATED RETAINED EARNINGS AND AGGREGATE INVESTMENT IN ALL EWGS AND
FUCOS:
Average consolidated retained earnings: $ 676.5 million
Aggregate investment in all EWGs and FUCOs*: $ 2,366.5 million

* The balance includes $2,232.6 million of Xcel Energy's entire
investment in NRG Energy, Inc., not just EWGs and FUCOs. The NRG
Energy, Inc. investment includes the acquisition of NRG Energy, Inc.'s
minority common shares of $647.8 million. In addition, the investment
includes a $502.9 million investment (including forgiveness of
interest) made during the year ended 2002. The NRG Energy, Inc.
investment also includes a $300 million commitment made in May 2002
pursuant to a Support and Capital Subscription Agreement. All
investments were made at a time that Xcel Energy was in compliance with
Rule 53 or orders of the Commission.

B.) FOLLOWING IS A LISTING OF XCEL ENERGY'S AGGREGATE INVESTMENT IN EACH
EWG AND FUCO:
(in millions)
Investment in EWGs and FUCOs:
NRG Energy, Inc.* $ 2,232.6
Independent Power International 5.7
Xcel Energy Argentina Inc. 120.7
Denver City Energy Associates, L.P. 7.5
---------
$ 2,366.5
=========
* The aggregate investment represents Xcel Energy's entire investment
in NRG Energy, Inc., not just EWGs.

C.) XCEL ENERGY'S CONSOLIDATED CAPITALIZATION RATIO* AS OF MARCH 31, 2003:

Debt as a percentage of capitalization 74%
(including approximately $1,437.7 million of adjusted short-term debt)

Common stock equity as a percentage of capitalization 23%

Preferred equity as a percentage of capitalization 3%
(including mandatorily redeemable preferred securities)

* Common stock equity includes par value, premium, retained earnings,
accumulated other comprehensive income and minority interest.

On a pro forma basis, taking into account the deconsolidation of NRG
that occurred following NRG's May 14, 2003 filing of a voluntary
petition for bankruptcy, Xcel Energy's consolidated capitalization
ratio as of March 31, 2003 was as follows:

Debt as a percentage of capitalization 55%

Common stock equity as a percentage of capitalization 40%

Preferred equity as a percentage of capitalization 5%

D.) MARKET-TO-BOOK RATIO OF XCEL ENERGY'S COMMON STOCK AS OF MARCH 31,
2003:
Market-to-book ratio at March 31, 2003 1.07

E.) NEW EWG PROJECTS IN WHICH XCEL ENERGY INVESTED OR COMMITTED TO INVEST
DURING THE FIRST QUARTER:
None

F.) GROWTH IN CONSOLIDATED RETAINED EARNINGS (SEGREGATING TOTAL EARNINGS
GROWTH ATTRIBUTABLE TO EWG PROJECTS FROM THE REVENUE ATTRIBUTABLE TO
ALL OTHER SUBSIDIARIES OF XCEL ENERGY):

(in millions)
Retained earnings growth from EWG projects $ (20.6)
Retained earnings growth from all other Xcel Energy subsidiaries
(reflects dividend payments and $24 million asset impairment
at NRG) 159.5
-------------
Total increase in consolidated retained earnings for the year
ended March 31, 2003 $ 138.9
=============

G.) YEAR-TO-DATE REVENUES AND NET INCOME OF EACH EWG THROUGH MARCH 31,
2003:

Revenue Net income
------- ----------

(in millions)
NRG Energy, Inc. $ 432.7 $ (20.4)
Independent Power International - -
Xcel Energy Argentina Inc. 7.9 1.1
Denver City Energy Associates, L.P. 20.1 0.8

H.) PURCHASE PRICE PER SHARE OF REPORTED SALES OF XCEL ENERGY COMMON STOCK
AND THE MARKET PRICE PER SHARE AT THE DATE OF THE AGREEMENT OF SALE.
None.

I.) THE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUED DURING THE FIRST
QUARTER UNDER XCEL ENERGY'S DIVIDEND REINVESTMENT PLAN AND XCEL ENERGY
SYSTEM EMPLOYEE BENEFIT AND EXECUTIVE COMPENSATION PLANS.
Xcel Energy issued zero shares under its dividend reinvestment plan
and zero shares under its system employee benefit and executive
compensation plans.

J.) THE NAMES OF THE GUARANTORS AND OF THE BENEFICIARIES OF ANY XCEL ENERGY
OR SUBSIDIARY GUARANTEE OR OTHER FORM OF CREDIT SUPPORT ISSUED DURING
THE FIRST QUARTER, AND THE AMOUNT, TERM AND PURPOSE OF THE GUARANTEE.

1. The following guarantee was issued during the First Quarter:

Guarantor Beneficiary Amount Matures Purpose
--------------------------- ------------------------ -------------------- ---------------- ---------------------------------

NRG Northwest Generating NRG Power Marketing, Crude Oil Agreements and
LLC Inc. $ 5,000,000 03/31/04 Derivatives

2. The following letter of credit was renewed during the First
Quarter:

Issuing Entity Beneficiary Renewed Amount Expiration Date
---------------------------- --------------------------------------------- ---------------- ------------------- ---------------

NRG Energy, Inc. NRG Power Marketing, Inc. Renewed $ 3,000,000 09/17/03

3. Xcel Energy guaranteed an additional $1,437,500 of surety
bonds in the First Quarter. Such guarantees are exempt under
Rule 45 (b)(6).

K.) THE AMOUNT AND TERMS OF ANY SHORT-TERM DEBT ISSUED BY XCEL ENERGY
DURING THE FIRST QUARTER.
None.

L.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY UTILITY
SUBSIDIARY THAT ARE NOT EXEMPT UNDER RULE 52.
As of March 31, 2003, Cheyenne Light, Fuel and Power Company
(Cheyenne) had $14,701,000 in short-term debt outstanding to Xcel
Energy at an average cost of 2.76%.

As of March 31, 2003, Black Mountain Gas Company had $3,097,021 in
short-term debt outstanding to Xcel Energy at an average cost of 2.76%.

M.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY NON-UTILITY
SUBSIDIARY DURING THE FIRST QUARTER THAT ARE NOT EXEMPT UNDER RULE 52.
None.

N.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY UTILITY
SUBSIDIARY DURING THE FIRST QUARTER UNDER THE EXEMPTION PROVIDED UNDER
RULE 52.
Utility Subsidiaries Short-term Debt
On an on-going basis the Utility Subsidiaries borrow and repay
short-term debt. As of March 31, 2003, the Utility Subsidiaries listed
below had outstanding short-term debt as follows:

Utility Subsidiary Amount Avg. Rate
---------------------------------------------------------- ------------------ ---------------

Public Service Company of Colorado (PSCo) $ 0 -
Southwestern Public Service Company (SPS) $ 0 -
Northern States Power-Minnesota (NSP-MN) $ 0 -
Northern States Power-Wisconsin (NSP-WI) $ 0 -

Utility Subsidiaries Letters of Credit Renewed

Expiration
Issuing Entity Beneficiary Renewed Amount Date
----------------------- -------------------------------------------- ------------- ------------------ -----------

NSP-MN City of Maple Grove Renewed $ 10,000 05/15/03
NSP-MN Employers Insurance of Wasau Renewed $ 165,000 02/01/03
SPS Southwest Power Pool Renewed $ 3,200,000 02/17/04

PSCo
As of March 31, 2003, PSCo had short-term borrowings outstanding from
its subsidiary P.S.R. Investments, Inc. of $22,445,000 at an average
rate of 2.79%.

In March 2003, PSCo sold $250,000,000 principal amount of 4.875% Series
No. 11 First Collateral Trust Bonds due March 1, 2013. These secured
notes were sold under the following terms and conditions:

Price to Public 99.854%
Discount to Initial Purchasers 0.650%
Proceeds to PSCo 99.204%

The proceeds to PSCo were used to repay amounts outstanding under
PSCo's 364-day credit facility and to pay long-term debt at maturity.

Northern States Power-Minnesota (NSP-MN)
As of March 31, 2003, NSP-MN had short-term borrowings outstanding from
its subsidiary United Power & Land of $1,304,000 at an average rate of
1.39%.

SPS
On February 18, 2003 SPS renewed its credit agreement with several
banks until February 17, 2004. With this renewal, the size of the
credit agreement was reduced from $250 million to $100 million. The
interest rate per annum under the agreement is the Prime Rate or the
Eurodollar Rate plus a spread of 1.250%. The credit agreement is
primarily used to fund general corporate needs.

O.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY NON-UTILITY
SUBSIDIARY DURING THE FIRST QUARTER UNDER THE EXEMPTION PROVIDED UNDER
RULE 52.
NRG Energy, Inc.
NRG Energy, Inc had $1,000,000,000 outstanding under its line of credit
on March 31, 2003. The average rate on March 31, 2003 was 7.25%.

Certain short-term inter-company notes are issued and repaid on an
on-going basis. The proceeds are used for general corporate purposes.
As of March 31, 2003, the following such inter-company notes were
outstanding with an average interest rate of 2.76%:

Amount
Lender Borrower Outstanding
--------------------------------------- ------------------------------------------------------ ----------------------

Xcel Energy Xcel Energy Services Inc. $ 56,763,000
Xcel Energy Xcel Energy WYCO Inc. $ 2,300,500
Xcel Energy Xcel Energy International Inc. $ 38,751,000
Xcel Energy International Inc. Xcel Energy Argentina Inc. $ 32,427,194
NCE Communications, Inc. Xcel Energy Communications Group, Inc. $ 1,867,700
e prime Energy Marketing, Inc. Xcel Energy Retail Holdings, Inc. ("Xcel Retail") $ 1,033,000
Xcel Energy Xcel Retail $ 3,950,000
Xcel Retail Xcel Energy Cadence $ 933,000
Xcel Retail The Planergy Group $ 20,901,785
XERS Inc. Xcel Retail $ 10,304,000

Xcel Energy Centrus Xcel Retail $ 234,000
Utility Engineering Xcel Energy Wholesale Group, Inc. $ 56,300,000
Quixx Corporation Utility Engineering $ 47,360,000
Xcel Energy Xcel Energy Wholesale Group, Inc. $ 97,718,000
Utility Engineering Applied Power Associates, Inc. $ 412,500
Utility Engineering Proto-Power Corporation $ 2,150,000
Utility Engineering Universal Utility Services $ 800,000
Utility Engineering Precision Resource Company $ 675,000
Texas-Ohio Pipeline, Inc. Xcel Energy Ventures Inc. $ 109,800
Reddy Kilowatt Xcel Retail $ 900,000
Xcel Energy Retail Propane Xcel Retail $ 4,619,000
Xcel Energy Markets Holdings, Inc. e prime, Inc. $ 19,426,000
Xcel Energy Xcel Energy Markets Holdings, Inc. $ 28,668,000
Xcel Energy Xcel Energy Ventures, Inc. $ 2,371,000

P.) THE NOTIONAL AMOUNT AND PRINCIPAL TERMS OF ANY INTEREST RATE HEDGE OR
ANTICIPATORY HEDGE ENTERED INTO DURING THE FIRST QUARTER AND THE
IDENTITY OF THE PARTIES TO SUCH INSTRUMENTS.
None.

Q.) THE NAME, PARENT COMPANY AND AMOUNT INVESTED IN ANY NEW INTERMEDIATE
SUBSIDIARY OR FINANCING SUBSIDIARY DURING THE FIRST QUARTER.
None.

R.) CONSOLIDATED BALANCE SHEETS AS OF THE END OF THE FIRST QUARTER AND
SEPARATE BALANCE SHEETS AS OF THE END OF THE FIRST QUARTER FOR EACH
COMPANY, INCLUDING XCEL ENERGY, THAT HAS ENGAGED IN FINANCING
TRANSACTIONS DURING THE FIRST QUARTER.
The consolidated balance sheets of Xcel Energy, Public Service Company
of Colorado, Southwestern Public Service Company, Northern States Power
Company (Minnesota), Northern States Power Company (Wisconsin), NRG
Energy, Inc., NRG Northeast Generating LLC and NRG South Central
Generating LLC as of March 31, 2003 are incorporated by reference. Such
balance sheets were filed with the respective company's Form 10-Q for
March 31, 2003. The file numbers are as follows:

Xcel Energy 1-3034
Public Service Company of Colorado 1-3280
Southwestern Public Service Company 1-3789
Northern States Power Company (Minnesota) 000-31709
Northern States Power Company (Wisconsin) 10-3140
NRG Energy, Inc. 001-15981
NRG Northeast Generating LLC 333-42638
NRG South Central Generating LLC 333-48900

The following balance sheets as of March 31, 2003 were filed under
confidential treatment pursuant to Rule 104(b):

Exhibit 1 Xcel Energy Wyco Inc.
Exhibit 2 Xcel Energy Services Inc.
Exhibit 3 Xcel Energy International Inc.
Exhibit 4 Xcel Energy Communications Group, Inc.
Exhibit 5 NCE Communications, Inc.
Exhibit 6 Xcel Energy Retail Holdings, Inc.
Exhibit 7 Xcel Energy Cadence
Exhibit 8 The Planergy Group
Exhibit 9 Xcel Energy Wholesale Group, Inc.
Exhibit 10 Applied Power Associates, Inc.
Exhibit 11 Proto-Power Corporation
Exhibit 12 Universal Utility Services
Exhibit 13 Precision Resource Company
Exhibit 14 Xcel Energy Markets Holdings, Inc.
Exhibit 15 e prime, inc.
Exhibit 16 Texas-Ohio Pipeline, Inc.
Exhibit 17 Quixx Corporation
Exhibit 18 Xcel Energy Centrus
Exhibit 19 Utility Engineering
Exhibit 20 Cheyenne Light, Fuel and Power Company
Exhibit 21 Black Mountain Gas Company
Exhibit 22 Xcel Energy Ventures Inc.
Exhibit 23 Reddy Kilowatt
Exhibit 24 Xcel Energy Retail Propane
Exhibit 25 P.S.R. Investments, Inc.
Exhibit 26 NRG Power Marketing, Inc.
Exhibit 27 e prime Energy Marketing, Inc.
Exhibit 28 XERS Inc.
Exhibit 29 Xcel Energy Argentina Inc.
Exhibit 30 United Power & Land
Exhibit 31 Seren Innovations, Inc.

T.) REGISTRATION STATEMENTS FILED DURING THE FIRST QUARTER.
Form S-4/A file number 333-101913 filed March 20, 2003 by PSCo.
Form S-1 file number 333-103258 filed Februay 14, 2003 by Xcel Energy.

I, Ben G.S. Fowke III, Vice President and Treasurer of Xcel Energy
Inc., certify that transactions included in this Certificate of
Notification have been carried out in accordance with the terms and
conditions of and for the purposes represented in the
Application-Declaration.

XCEL ENERGY INC.

By: /s/ Benjamin G.S. Fowke III
--------------------------------
Benjamin G.S. Fowke III
Vice President and Treasurer

Dated: May 30, 2003